Exhibit
      10.2

     

    TERMINATION
      AGREEMENT

     

    This
      Termination Agreement (this “Agreement”),
      dated
      as of June 23, 2008 (the “Effective
      Date”),
      by
      and among El Pollo Loco, Inc. (the "Company"), Chicken Acquisition Corp.
      ("CAC")
      and
      Trimaran Fund II, LLC ("Trimaran").
      Capitalized terms used but not defined herein shall have the meanings assigned
      to such terms in the Payment and Subscription Agreement (the "Subscription
      Agreement"),
      dated
      as of December 19, 2007, by and among the Company, CAC and
      Trimaran.

     

    R
      E C I T A L S

     

    WHEREAS,
      El Pollo Loco – USA, Inc. and CAC have entered into a Confidential Settlement
      and Release Agreement relating to the Litigation in respect of which the
      Company, CAC and Trimaran had entered into the Subscription Agreement and the
      Fee Agreement (the "Fee Agreement"), dated as of December 19, 2007, by and
      among
      the Company, CAC and Trimaran; 

     

    WHEREAS,
      pursuant to Section 12 of the Subscription Agreement and the Fee Agreement,
      the
      parties may terminate such agreements by mutual agreement; and

     

    WHEREAS,
      the Company, CAC and Trimaran desire to terminate the Subscription Agreement
      and
      the Fee Agreement (together, the "Bonding
      Agreements").
      

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereby
      agree as follows: 

     

    1. Termination
      of the Resale Agreement.
      Notwithstanding any other provision of the Bonding Agreements to the contrary,
      the Company, CAC and Trimaran hereby agree that upon the execution and delivery
      of this Agreement, (i) the Bonding Agreements shall terminate in all respects
      pursuant to Section 12 of such agreements (without any further action on the
      part of any party thereto) and shall be of no further force or effect; (ii)
      all
      rights, duties, obligations and liabilities under the Bonding Agreements shall
      be terminated and extinguished and (iii) each of the parties hereto irrevocably
      releases any and all of its rights and claims under the Bonding Agreements
      that
      such party may have had, now has or may have in the future against the other
      parties to the Bonding Agreements and agrees that the other parties shall have
      no further rights, duties, obligations or liabilities thereunder.

     

    2. Governing
      Law.
      This
      Agreement and any claims related to the subject matter hereof shall be governed
      by and construed in accordance with the laws of the State of New York without
      giving effect to conflicts of law principles thereof. 

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    3. Further
      Assurances.
      The
      parties hereto shall do and execute, or procure to be done and executed, all
      such further acts, deeds, documents and things as may be necessary to give
      full
      effect to the terms and intent of this Agreement.

     

    4. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but which together shall constitute but one and the same
      instrument.

     

    5. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties hereto pertaining
      to the subject matter hereof and supersedes all prior and contemporaneous
      agreements, understandings, negotiations and discussions, whether oral or
      written, of the parties with respect to such subject matter.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
      have
      caused this Agreement to be executed, as of the date first above written by
      their respective officers thereunto duly authorized.

    


    
      	
              EL
                POLLO LOCO, INC.

            
	 
	
              By:

            	
              /s/
                Joseph N. Stein

            
	
              Name:
                Joseph N. Stein

            
	
              Title:
                Senior Vice President

            
	 
	
              CHICKEN
                ACQUISITION CORP.

            
	 
	
              By:

            	
              /s/
                Dean C. Kehler

            
	
              Name:
                Dean C. Kehler

            
	
              Title:
                Vice President

            
	 
	
              TRIMARAN
                FUND II, LLC

            
	 
	
              By:

            	
              /s/
                Dean C. Kehler

            
	
              Name:
                Dean C. Kehler

            
	
              Title:
                Managing Director, Trimaran Fund

            
	         
              Management, LLC, its investment manager


    

     

    
      [Signature
        Page to Termination Agreement]